CSSE - Victoria (Colombie-Britannique) Le 4 juin 2013...thanked for their on-going support of CSSE...

Canadian Society for the Study of

Education

XLI Annual General Meeting

Victoria, British Columbia

4 June 2013

Société canadienne pour l’étude de

l’éducation

XLIe Assemblée générale annuelle Victoria (Colombie-Britannique)

Le 4 juin 2013

AGENDA XLI ANNUAL GENERAL MEETING University of Victoria :: 4 June 2013 MAC A144 :: 4:30 P.M. - 5:45 P.M.

1. Call to Order and Adoption of Agenda [MOTION: that the agenda be adopted.]

Glickman

2. Approval of the Minutes Glickman

2.1 AGM, May 2012, Wilfrid Laurier University [MOTION: that the minutes of the XL Annual General Meeting be

approved.]

Glickman

2.2 Business Arising from Previous Minutes Glickman

3. President's Report Glickman

4. Secretary-treasurer’s Report

4.1 2012 Financial Report [MOTION: that the 2012 financial report be accepted.]

Ng-A-Fook

4.2 2014 Budget

[MOTION: that the 2013 budget be approved.]

Ng-A-Fook

5. CSSE Sub-committee on Congress Gervais

6. Elections and Governance

6.1 Report of the 2013 Nominating Committee

[MOTION: that the report of the nominating committee be accepted.]

Gervais

6.2 Election of the 2014 Nominating Committee Glickman

6.3 Canada Not-For-Profit Corporations Act – Continuance Glickman

7. Presentation of Awards Glickman

8. New Business Glickman

9. Next Meeting (Brock University, May 2014) Glickman

10. Adjournment [MOTION: that the meeting be adjourned.]

Glickman

Foyer of Bob Wright Building :: Please join us at the CSSE President’s and the Association of Canadian Deans of Education Reception to celebrate the accomplishments of our award winners, to meet your

CSSE Board of Directors, many deans and directors of education, and to reconnect with colleagues from across the nation. In its effort to support travel assistance to the CSSE conference for graduate students, CSSE will not be offering a complimentary drink at the reception.

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MINUTES OF THE XL ANNUAL GENERAL MEETING

OF THE CANADIAN SOCIETY FOR THE STUDY OF EDUCATION

Wilfrid Laurier University WATERLOO, Ontario

27 May 2012 Present were: Fernand Gervais (President), Victor Glickman (President-Elect), Marc-André Éthier (2nd Vice-president), Nicholas Ng-A-Fook (Secretary-Treasurer and CACS), Allyson Hadwin (CAEP), Marianne Larsen (CIESC), Catherine

McGregor (CASWE), Michael O’Sullivan (CAFE), Ted Riecken (ACDE), Lynn Thomas (CATE), Dawn Wallin (CASEA), and

approximately 60 members of the Society.

1. Call to order and Adoption of agenda Fernand Gervais called the meeting to order at 4:35 P.M. local time.

Tim Hopper asked for the addition to the agenda with reference to Bill C-38 of the Government of Canada to the

agenda (item 7).

MOTION that the agenda be adopted.

O’Sullivan/Sanford CARRIED

2. Approval of minutes 2.1 AGM, May 2011 in Fredericton

MOTION that the minutes of the XXXIX Annual General Meeting be approved.

Fisher/Thomas CARRIED

2.2 Business arising from the previous minutes No business was discussed.

3. President’s Report

Fernand Gervais delivered the president’s report to the members. The report will be annexed to official minutes.

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XL Annual General Meeting - 2 -

In addition to the report, Dr. Gervais highlighted the motion that was passed by the board of

directors on 26 May 2012 concerning CSSE annual conference. That motion was as follows:

That the CSSE board of directors proceeds with a formal plan to consider the value of hosting a

CSSE only conference. PLEASE NOTE: no decision to have a stand-alone conference until 2015.

That the process include:

1. Creation of a subcommittee of the CSSE board of directors to produce a report that considers the benefits and drawbacks of a stand-alone conference including issues related to the

organization, its associations and individual perspectives. 2. That the report be circulated to all associations and individual members.

3. That all associations debate over the course of the next calendar year the results so that there can be a decision taken at CSSE’s AGM in 2013 (Victoria)

4. That the Executive circulate to all members and its associations the recommended options

and/or actions during the late spring of 2013. 5. That the CSSE Associations schedule discussions about the recommendations for their AGM’s in

2013. 6. That the CSSE AGM be scheduled in 2013 so that individual associations can debate the merits

of the recommendations PRIOR to the CSSE General AGM.

7. That the AGM in 2013 make a final decision on the recommendations.

There was a period of discussion at the AGM to allow members the opportunity to react. A report will be circulated and time allotted at the 2013 AGM for further discussion.

4. Secretary-treasurer’s report

4.1 2011 Financial Report

Nicholas Ng-A-Fook presented a report to the members highlighting various aspects of the financial year ended and the estimates for the current year. Dr. Ng-A-Fook asked for

comments and questions.

MOTION that the 2011 financial report be accepted.

Hopper/Cook CARRIED

4.2 Appointment of auditors for 2012-2015

Nicholas Ng-A-Fook, on behalf of the Board of Directors, recommended that CSSE continue

with the current firm of McCay Duff LLP.

MOTION that the firm of McCay Duff LLP be appointed auditors for the fiscal years 2012 to 2015.

Forrest/Sanford

CARRIED

4.3 2013 Budget

Nicholas Ng-A-Fook presented the 2013 budget that was recommended by the Board of Directors. Dr. Ng-A-Fook highlighted that CSSE’s accumulated surplus can handled the

proposed deficit. There will be a budget review over the coming months. Dr. Ng-A-Fook

asked for comments from the membership.

MOTION that the 2013 budget be approved. Shulha/Thomas

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CARRIED

5. Elections

5.1 Report of the 2012 Nominating Committee Fernand Gervais, on behalf of Kathy Sanford, reported that Don Klinger (Queen’s) was

elected as a vice-president for the term 2012-2014. Dr. Gervais reported that Victor Glickman (UBC) was elected by acclamation as president-elect. Dr. Glickman assumed the

post of president-elect in January 2012. Dr. Glickman will become president for two years

following the close of this AGM. Dr. Gervais thanked the committee members Kathy Sanford, Lynn Thomas and Allyson Hadwin.

MOTION that the report of the nominating committee be accepted.

Lundy/Hadwin CARRIED

5.2 Election of the 2013 Nominating Committee Fernand Gervais recommended, on behalf of the Board of Directors, that the 2013

Nominating Committee be comprised of the following members:

Marc-André Éthier, Université de Montréal

Fernand Gervais, Université Laval (Chair) Victor Glickman, UBC

Don Klinger, Queen’s University Lynn Thomas, Université de Sherbrooke

Dr. Gervais then called for additional nominations. No further nominations were received.

The committee was elected by acclamation. The committee would be seeking nominations

for the position of president-elect and vice-president (Francophone rotation).

5.3 Canada Not-For-Profit Corporations Act Victor Glickman informed the members that a new Act has come into force that affects all

not-for-profit federally incorporated corporations. CSSE has until October 2014 to comply

with the new Act. In essence the Act introduces a new rule book for federally incorporated not-for-profit corporations. CSSE will use legal counsel to draft new by-laws. The one

nuance that CSSE will need to investigate is the current practice of granting a seat on the CSSE board of directors to each president of each constituent Association. Members will be

kept informed of the process and will be required to approve the new by-laws.

6. Presentation of Awards

Allyson Hadwin presented the Carol Crealock Award on behalf of CSSE, as selected by CAEP, to Vianne Timmons (UPEI).

The CCGSE mentorship award was presented to Michelle McGinn (Brock).

All the recipients of these awards as well as the recipients of the awards offered by the Associations and Special Interest Groups were congratulated. The supporters and reviewers who make the

awards possible were also thanked.

Both Kathy Sanford and Sharon Cook were presented with gifts to thank them for their

longstanding support of CSSE as officers on the board of directors.

7. New Business

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Bill C-38 Tim Hopper discussed a part of the Government of Canada’s omnibus budget Bill C-38 which

includes the removal the employment equity provision for hiring at Canadian universities.

MOTION that the CSSE president on behalf of CSSE and affiliated associations write a letter to

the Government of Canada about our opposition to the proposed Bill C-38 on the grounds that it removes the legislation that seeks to advance employment equity in

Canadian Universities.

Hopper/McGregor CARRIED

Victor Glickman would wait to receive the appropriate background information concerning this

motion. Dr. Glickman has written to the CFHSS to get their opinion. It was also suggested to contact AUCC and CAUT.

8. Next meeting The next annual general meeting is tentatively scheduled for 5 June 2013 at the University of

Victoria in Victoria, British Columbia.

9. Adjournment

Fernand Gervais thanked all the directors who will be completing their term on the CSSE board of directors. Julie Mueller and her team were also thanked for their work in organizing the 2012

conference. Tim Howard was thanked for his work throughout the year. The members were thanked for their on-going support of CSSE by renewing their membership and attending the

annual conference. Victor Glickman thanked Fernand Gervais for his leadership over the past two years. Finally, Fernand Gervais wished Victor Glickman well during his presidency.

MOTION that the meeting be adjourned. Lundy

The meeting was adjourned at 5:30 P.M. local time.

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CSSE President’s Report 2013

CSSE successes this year reflect the work of many people. The first among us to be recognized should be the:

Scholars who supported their graduate students and their participation at the conference Scholars who are working with educators and are presenting with them at the conference Kathy Sanford and her colleagues Lisa Starr, Allyson Hadwin, Dean Ted Riecken and their

colleagues from the Canadian Association for the Study of Adult Education and the Canadian Society for the Study of Higher Education.

Your conference program committee and the many others have worked hard and given us a wonderful conference.

Tim Hopper who championed the move to the new Conference Program App.

Your executive committee Nicholas Ng-A-Fook, Fernand Gervais, Marc-André Éthier and Don Klinger all provided thoughtful advice and actions to keep us on course. The Canadian Journal of Education had a successful year reflecting the work of the editorial team: Carla DiGiorgio, Stéphane Allaire Rollande Deslandes and Sarah MacDonald and the reviewers and authors. I would like to especially recognize the work of Carla DiGorgio and Stéphane Allaire who completed their terms as editors. We have additions to the CSSE executive following this AGM with President-Elect Don Klinger from Queen’s University and a new vice-president Julie Desjardins from the Université de Sherbrooke. Assisted by our legal counsel, a new set of by-laws was drafted, revised and reviewed by the Board, circulated to members for discussion and voted on at this year’s AGM. Michelle Kilborn provided important support for our communications project and is moving on to join our colleagues at Memorial University. Tim Howard the Director of Administration has worked diligently as always to support the CSSE and this year added to his repertoire with our Conference App.

CSSE has a presence on Facebook and on Twitter. You can view the Facebook page at http://www.facebook.com/#!/csse.scee and on Twitter at http://www.twitter.com/#!/cssescee.

I talked with the Federation on improving their support of the CSSE conference in Victoria. I can report that:

Needs of Congress came first, in regard to scheduling, space, organization, and

communication, before those of individual Associations/Societies

Congress organizers are not aware of the complex structure and needs of CSSE

Double registration, Congress and CSSE (challenging for delegates to understand

the fee structure)

Congress deadlines (re room bookings, applying for special funding, etc.) do not

align with CSSE schedule

It was very challenging to access appropriate rooms for this conference.

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http://www.facebook.com/#!/csse.scee

http://www.facebook.com/#!/csse.scee

http://www.twitter.com/#!/cssescee

http://www.twitter.com/#!/cssescee

We will communicate with Congress about these issues in hope that they can improve their practices for the CSSE’s 2014 Conference at Brock University. New CSSE Year

I plan in the coming months to consult with members on how we can improve our annual conference. We want to seek CSSE member suggestions on how you believe we can improve our conference processes, program design and overall organization of the conference. Our colleague Katy Ellsworth the Executive Director of the Association of Canadian Deans of Education will begin a review of Canadian Journal of Education to inform and support the work of the Board and the next CJE editorial team.

I have begun a conversation with Fiona Blakie, Dean of the Faculty of Education at Brock on how we can support her in the organization of CSSE 2014. We will also be working with Michel Laurier, Dean of Education at the University of Ottawa to work on planning for the 2015 Conference in Ottawa. Thank you for making this year so successful and I wish you all a lovely summer break.

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CANADIAN SOCIETY FOR THE STUDY OF EDUCATIONSOCIÉTÉ CANADIENNE POUR L'ÉTUDE DE L'ÉDUCATION

FINANCIAL STATEMENTSÉTATS FINANCIERS

DECEMBER 31, 2012 AND 201131 DÉCEMBRE 2012 ET 2011

McCAY DUFF LLP, CHARTERED ACCOUNTANTS

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141 LAURIER AVE., WEST, 6TH FLOOROTTAWA, ON K1P 5J3

TEL: (613) 236-23671 (800) 267-6551

FAX: (613) [email protected]: www.mccayduff.com

INDEPENDENT AUDITORS' REPORT

To the Members ofCanadian Society for the Study of Education

Report on the Financial Statements

We have audited the accompanying financial statements of Canadian Society for the Study ofEducation, which comprise the statements of financial position as at December 31, 2012 and December31, 2011, and the statements of operations, changes in net assets and cash flows for the years endedDecember 31, 2012 and December 31, 2011, and a summary of significant accounting policies andother explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements inaccordance with Canadian accounting standards for not-for-profit organizations, and for such internalcontrol as management determines is necessary to enable the preparation of financial statements thatare free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. Weconducted our audits in accordance with Canadian generally accepted auditing standards. Thosestandards require that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures inthe financial statements. The procedures selected depend on the auditors' judgment, including theassessment of the risks of material misstatement of the financial statements, whether due to fraud orerror. In making those risk assessments, the auditor considers internal control relevant to the entity'spreparation and fair presentation of the financial statements in order to design audit procedures that areappropriate in the circumstances, but not for the purpose of expressing an opinion on the effectivenessof the entity's internal control. An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of accounting estimates made by management, as well asevaluating the overall presentation of the financial statements.

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Associated World-wide with

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141 LAURIER AVE., WEST, 6TH FLOOROTTAWA, ON K1P 5J3

TEL: (613) 236-23671 (800) 267-6551

FAX: (613) [email protected]: www.mccayduff.com

Page 2.

INDEPENDENT AUDITORS' REPORT

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate toprovide a basis for our qualified audit opinion.

Basis for Qualified Opinion

In common with many not-for-profit organizations, the Society derives revenue and incurs expensesfrom its annual conference. The books and records supporting these activities are located with the hostorganization and were not available for audit purposes. Accordingly, our verification of such revenueand expense was limited to the amounts recorded in the records of the Society and we were not able todetermine whether any adjustments might be necessary to the annual conference revenue, expense andnet revenue for the years ended December 31, 2012 and December 31, 2011, and current assets and netassets as at December 31, 2012 and December 31, 2011.

The Society also derives revenue from royalties and charitable donations, the completeness of which isnot susceptible of satisfactory audit verification. Accordingly, our verification of such revenues waslimited to the amounts recorded in the records of the Society and we were not able to determinewhether any adjustments might be necessary to the revenues referred to above, net revenue and cashflows for the years ended December 31, 2012 and December 31, 2011 and current assets and net assetsas at December 31, 2012 and December 31, 2011.

Qualified Opinion

In our opinion, except for the possible effects of the matters described in the Basis for QualifiedOpinion paragraph, the financial statements present fairly, in all material respects, the financial positionof Canadian Society for the Study of Education as at December 31, 2012, December 31, 2011, andJanuary 01, 2011, and the results of its operations and cash flows for the years ended December 31,2012 and December 31, 2011 in accordance with Canadian accounting standards for not-for-profitorganizations.

Report on Other Legal and Regulatory Requirements

As required by the Canada Corporations Act, we report that, in our opinion, these accounting principleshave been applied on a basis consistent with that of the preceding year.

McCay Duff LLP,Licensed Public Accountants.

Ottawa, Ontario,.

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CANADIAN SOCIETY FOR THE STUDY OF EDUCATION

STATEMENTS OF FINANCIAL POSITION

AS AT DECEMBER 31, 2012 AND 2011

ASSETS2012 2011

CURRENTCash $ 170,129 $ 127,707Short-term deposits 235,598 232,028Accounts receivable 72,735 70,810Prepaid expenses 13,500 16,978

491,962 447,523

CAPITAL (note 4) 814 1,821

$ 492,776 $ 449,344

LIABILITIESCURRENT

Accounts payable and accrued liabilities $ 59,999 $ 76,144Funds held in trust for members (note 5) 58,121 55,163Deferred revenue 67,019 55,850

185,139 187,157

NET ASSETS

UNRESTRICTED 306,823 260,366

INVESTED IN CAPITAL ASSETS 814 1,821

307,637 262,187

$ 492,776 $ 449,344

Commitment (note 6)

Approved on behalf of the Board of Directors:

Director Director

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STATEMENTS OF CHANGES IN NET ASSETS

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

2012 2011UNRESTRICTED

Balance - beginning of year $ 260,366 $ 307,101

Net revenue (expenses) for the year 45,450 ( )47,742Allocation from Invested in Capital Assets 1,007 1,007

46,457 ( )46,735

Balance - end of year $ 306,823 $ 260,366

INVESTED IN CAPITAL ASSETS

Balance - beginning of year $ 1,821 $ 2,828

Amortization ( )1,007 ( )1,007

Balance - end of year $ 814 $ 1,821

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STATEMENTS OF OPERATIONS


2012 2011

REVENUEGRANTS

S.S.H.R.C. - Travel grant $ 13,723 $ 13,305- Canadian Journal of Education grant 30,000 -

43,723 13,305

MEMBERSHIPSIndividual 96,530 84,390Institutional 15,257 17,685

111,787 102,075OTHER REVENUE

Charitable donations 630 1,073Conference receipts 119,934 73,283Interest and exchange 5,526 7,900Miscellaneous 1,000 1,156Secretariat services 59,600 59,600

186,690 143,012PUBLICATIONS

Canadian Journal of Education 32,623 19,886

TOTAL REVENUE - carried forward $ 374,823 $ 278,278

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STATEMENTS OF OPERATIONS


2012 2011

TOTAL REVENUE - carried forward $ 374,823 $ 278,278

EXPENSESANNUAL CONFERENCE

Travel grants 13,724 13,305Programme 40,934 36,451Reception 10,812 9,914Administration 9,352 7,866Audio visual 5,265 5,258Miscellaneous 3,633 615

83,720 73,409BOARD AND COMMITTEE

Board of Directors 21,789 22,260Standing Committee and Representation 7,783 10,279

29,572 32,539COMMUNICATION

Internet 699 698Postage and courier 271 616Telephone and facsimile 1,856 1,790

2,826 3,104FEES AND MEMBERSHIPS

Canadian Educational Association 360 360Canadian Federation for the Humanities and Social Sciences 7,500 9,375Canadian Committee of Graduate Students in Education 2,820 2,290World Education Research Association 9,125 9,136Other memberships and fees 1,026 912

20,831 22,073GENERAL AND ADMINISTRATION

Amortization 1,007 1,007Bank charges 9,362 8,001Insurance 4,711 4,708Office equipment maintenance 3,630 2,241General office 2,108 2,749Professional fees 5,643 5,877Rent 7,605 7,611Salaries and employee benefits 108,196 95,708Translation 785 847

143,047 128,749PRIZES

Carol Crealock Award 200 400New Scholar Fellowships 72 3,365Support for short-term Scholarly Events 9,407 6,514

9,679 10,279PUBLICATIONS

Canadian Journal of Education (schedule) 33,506 39,924Web site and informatics 6,192 15,943

39,698 55,867

329,373 326,020

NET REVENUE (EXPENSES) FOR THE YEAR $ 45,450 $( )47,742

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CANADIAN SOCIETY FOR THE STUDY OF EDUCATIONSOCIÉTÉ CANADIENNE POUR L'ÉTUDE DE L'ÉDUCATION

STATEMENTS OF CASH FLOWS


2012 2011CASH PROVIDED BY (USED FOR)

OPERATING ACTIVITIESCash from operations

Net revenue (expenses) for the $ 45,450 $( )47,742Items not involving cash- amortization 1,007 1,007

46,457 ( )46,735Changes in non-cash working capital

- accounts receivable ( )1,925 ( )11,701- prepaid expenses 3,478 ( )5,442- accounts payable and accrued liabilities ( )16,145 ( )11,774- funds held in trust for members 2,958 8,588- deferred revenue 11,169 8,986

45,992 ( )58,078

INVESTING ACTIVITYIncrease in short-term deposits ( )3,570 ( )84,495

INCREASE (DECREASE) IN CASH DURING THE YEAR 42,422 ( )142,573

Cash position - beginning of year 127,707 270,280

CASH POSITION - END OF YEAR $ 170,129 $ 127,707

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NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

1. ORGANIZATION AND ACCOUNTING FRAMEWORK

The Canadian Society for the Study of Education (C.S.S.E.), a not for profit organization, was foundedMay 31, 1972 and was incorporated under the Canada Corporations Act in 1984. The objective of theSociety is to promote the advancement of Canadian research and scholarship in education. The Societyreceived funding from a number of sources including the Social Sciences and Humanities ResearchCouncil of Canada (S.S.H.R.C.), contributions from Canadian educational institutions, fees frommembers and conference registration fees.

The Society is exempt from income tax and is a registered charity under paragraph 149(1) of theIncome Tax Act.

On January 1, 2012, the Society adopted Canadian accounting standards for not-for-profit organizations("ASNPO"). These are the first financial statements prepared in accordance with ASNPO.

In accordance with the transitional provisions in ASNPO, the Society has adopted the changesretrospectively, subject to certain exemptions allowed under these standards. The transition date isJanuary 1, 2011, and all comparative information provided has been presented by applying ASNPO.

There were no adjustments to net assets as at January 1, 2011 or net revenue (expenses) for the yearended December 31, 2011 as a result of the transition to ASNPO. Accordingly, a statement of financialposition as at January 1, 2011 has not been presented with these financial statements.

2. SIGNIFICANT ACCOUNTING POLICIES

The financial statements were prepared in accordance with Canadian accounting standards for not-for-profit organizations. The Society's significant accounting policies are as follows:

(a) Revenue Recognition

The Society follows the deferral method of accounting for contributions. Restricted contributionsand grants are recognized as revenue in the year in which the related expenses are incurred orretrictions met. Unspent amounts are included in deferred revenue. Unrestricted contributions arerecognized as revenue when received or receivable, if the amount can be reasonably estimatedand collection reasonably assured.

Membership fees are recognized as revenue in the year in which the membership relates. Ifmembership fees are received in advance, for a subsequent year, this membership revenue isdeferred.

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2. SIGNIFICANT ACCOUNTING POLICIES (Cont'd.)

(a) Revenue Recognition (Cont'd.)

Secretariat services revenue is recognized during the same period as the service is provided.

Revenue from the conference is recognized in the year during which the related conference isheld.

Royalty revenues are recognized when received or receivable, if the amount can be reasonablyestimated and collection reasonably assured.

(b) Capital Assets and Amortization

Capital assets are stated at cost, net of accumulated amortization. Amortization is provided onthe straight line basis over five years.

(c) Volunteer Services

The Society receives the services of volunteers, the cost of which cannot be reasonablyestimated. Therefore, no representation of this expense has been included in these financialstatements.

(d) Use of Estimates

The preparation of financial statements in conformity with Canadian accounting standards fornot-for-profit organizations requires management to make estimates and assumptions that affectthe reported amounts of assets, liabilities, revenue and expenses and disclosure of contingentassets and liabilities. These estimates are reviewed periodically and adjustments are made to netrevenue as appropriate in the year they become known.

(e) Financial Instruments

The Society's financial instruments consist of cash, short-term deposits, accounts receivable,accounts payable and accrued liabilities and funds held in trust for members.

Measurement

Financial instruments are recorded at fair value on initial recognition.

The Society subsequently measures its financial instruments as follows:

Cash, accounts receivable, accounts payable and accrued liabilities, and funds held in trust formembers are subsequently measured at amortized cost.

Short-term investments are subsequently measured at fair value. Changes in fair value arerecognized in net revenue.

Impairment

Financial assets measured at amortized cost are tested for impairment when there are indicatorsof impairment. The amount of any write-down or subsequent recovery is recognized in netrevenue.

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3. FINANCIAL RISKS AND CONCENTRATION OF RISKS

It is management's opinion that the Society is not exposed to significant interest rate, liquidity, marketor currency risks arising from its financial instruments. There has been no change to the risk exposurefrom 2011.

Credit Risk

Credit risk arises from the potential that a customer may default on its contractual obligations resultingin a financial loss. The Society is exposed to credit risk through accounts receivable. The Societyperforms ongoing credit evaluations of its customers' financial condition and limits the amount of creditextended when considered necessary. These has been no change to the risk exposure from 2011.

4. CAPITAL ASSETS2012 2011

AccumulatedCost Amortization Net Net

Computer equipment $ 15,333 $ 14,519 $ 814 $ 1,821

5. FUNDS HELD IN TRUST FOR MEMBERS

The Society holds funds on behalf of several associations as they do not maintain their own respectivebank accounts.

6. COMMITMENT

The Society has leased premises to June 30, 2014. The annual minimum rent including H.S.T. is$15,994.

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CANADIAN JOURNAL OF EDUCATION

SCHEDULES OF OPERATIONS


2012 2011

REVENUERoyalties $ 32,623 $ 19,886Social Sciences and Humanities

Research Council of Canada Grant 30,000 -Membership transfer from C.S.S.E. - 13,716

62,623 33,602

EXPENSESC.S.S.E. Administration 7,000 7,000Administration 205 194Personnel 8,561 11,135Production 1,413 3,502Editorial support 12,838 10,153Translation 2,460 3,127Miscellaneous - 1,292Editorial Board 1,029 2,097Advertising and promotion - 524Web site - 900

33,506 39,924

NET REVENUE (EXPENSES) FOR THE YEAR $ 29,117 $( )6,322

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CSSE INCOME STATEMENT 2012 2013 2013 2014

ÉTAT DES RÉSULTATS DE LA SCÉÉ Actual Approved Budgetary Budget

May 2013 Figures Budget Estimates

Mai 2013 Montant Budget Prévisions Budget

réel approuvé budgétaires

Summary / Sommaire

Revenues / Revenus

Annual Conference / Congrès annuel (2)

133,657$ 101,305$ 100,000$ 100,000$

Publications (a)

7,000$ 7,000$ 7,000$ 7,000$

General Revenues (Membership and Other Revenues) / 171,543$ 164,500$ 164,700$ 164,700$

Revenus généraux (Cotisations et autres revenus)

312,200$ 272,805$ 271,700$ 271,700$

Expenses/Dépenses

Annual Conference / Congrés annuel (2)

83,720$ 82,805$ 64,500$ 64,500$

Publications (b)

6,192$ 25,000$ 10,000$ 10,000$

Prizes / Prix 9,679$ 17,200$ 14,700$ 16,200$

General Expenses / Dépenses générales 196,276$ 211,500$ 202,600$ 201,700$

295,867$ 336,505$ 291,800$ 292,400$

Net Revenue / Revenu net (1)

$16,333 ($63,700) ($20,100) ($20,700)

Operating Surplus - Start / Excédent d'exploitations - Début 3,453$ 19,786$ 19,786$

Operating Surplus - End / Excédent d'exploitations - Fin $19,786 ($43,914) ($314)

Capital Fund / Fonds de capital (1)

$250,000

Balance / Solde $269,786

(1) Past deficits reduced CSSE's accumulated surplus. In

1997 the CSSE Board of Directors agreed to build the

accumulated surplus close to one year's operating expense

plus half of the liabilities.

(2) Annual Conference: In 2012, budgetted surplus was

$13,500; 2012 surplus was $49,937.

(a) includes 25th anniversary book, and admin support from CJE.

(b) includes Web & IT, and transfer to CJE.

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2012 2013 2013 2014

Actual Approved Budgetary Budget

Figures Budget Estimates

Montant Budget Prévisions Budget

Revenues / Revenus réel approuvé budgétaires

Annual Conference / Congrès annuel

Registration / Inscription (1) (Z)

111,090$ 82,000$ 94,000$ 94,000$

SSHRC Attendance Grant / Subvention de voyage du CRSH 13,723$ 13,305$ -$ -$

Other - Deans - CFHSS / Autres - Doyens - FCSH (4)

8,844$ 6,000$ 6,000$ 6,000$

Sub-total / Total partiel 133,657$ 101,305$ 100,000$ 100,000$

Publications

Secretariat Services (CJE ) / Services du secrétariat (RCÉ ) 7,000$ 7,000$ 7,000$ 7,000$

Other / Autre (2)

-$ -$ -$ -$


Membership / Adhésion

Associate Institutional / Associés institutionnels (2a)

-$ -$ -$ -$

Individual / Individuels (2b)

96,530$ 85,000$ 90,000$ 90,000$

Institutional / Institutionnels (2c)

15,257$ 20,500$ 17,600$ 17,600$


Other Revenue / Autres revenus

Charitable Donations / Dons de charité 630$ 1,000$ 600$ 600$

Interest & Exchange / Intérêt et échange (3)

5,526$ 7,000$ 5,500$ 5,500$

Secretariat Services / Services du secrétariat 52,600$ 51,000$ 51,000$ 51,000$

Prizes / Prix 1,000$ -$ -$ -$

Miscellaneous / Divers (4)

-$ -$ -$ -$


Total 312,200$ 272,805$ 271,700$ 271,700$

(1) A five-year average was used to determine the 2013 & 2014 budget amounts.

(2a) 2011 - 9 members, 2012 - 9 members

(2b) 2011 - 1094 members, 2012 - 1281 members, used 5-year average for 2014 budget.

(2c) 2011 - 33 members, 2012 - 26 members, used 5-year average for 2014 budget.

(3) includes interest receivable on $230,000 GIC and interest earned on bank account.

(4) Based on previous year.

(Z) In 2012, there were 1024 delegates.

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2012 2013 2013 2014

Actual Approved Budgetary Approved

Figures Budget Estimates Budget

Montant Budget Prévisions Budget

Expenses / Dépenses réel Approuvé budgétaires Approuvé

Annual Conference / Congrès annuel

Programme 12,868$ 12,000$ 5,000$ 5,000$

Poster (Promotion) / Affiche (Promotion) 2,924$ 2,000$ -$ -$

Conference Travel (Grant) / Voyage au congrès (subvention) 13,724$ 13,305$ 10,000$ 10,000$

Other Grants / Autres subventions 10$ 1,000$ -$ -$

Plenary Session & Guest Speakers / Séance plénière & conférenciers invités 2,320$ 3,500$ 3,500$ 3,500$

Reception / Réception 10,812$ 10,000$ 5,000$ 5,000$

Translation / Traduction 10,121$ 9,500$ 9,500$ 9,500$

Conference Web Site / Site Web du congrès -$ -$ -$ -$

Audio-visual / Audio-visuel 5,265$ 7,000$ 7,000$ 7,000$

Programme Committee / Comité du programme 14,827$ 12,500$ 12,500$ 12,500$

Administration (Roundtables, AGM, Staff/Tables rondes, AGA, personnel) 10,850$ 12,000$ 12,000$ 12,000$


Publications

CJE / RCÉ -$ 15,000$ -$ -$

Other / Autres -$ -$ -$ -$

Web and Database / Le Web et la base de données 6,192$ 10,000$ 10,000$ 10,000$


Board and Committees / Conseil et comités

Ad Hoc Committees / Comités ad hoc 5$ 150$ 150$ 150$

Board of Directors / Conseil d'administration (1)

21,787$ 20,000$ 20,000$ 20,000$

Representative Expenses / Dépenses pour la représentation 7,278$ 8,000$ 8,000$ 8,000$

Standing Committees / Comités permanents (1)

405$ 1,000$ 500$ 500$

Executive Committee / Bureau de direction 97$ 1,000$ 400$ 500$


Prizes and Activities / Prix et activités

Carol Crealock Award / Prix Carol-Crealock 200$ 200$ 200$ 200$

Coutts Award / Prix Coutts -$ 1,500$ -$ 1,500$

New Scholar Fellowships / Bourses pour les nouveaux chercheurs 72$ 3,000$ 2,000$ 2,000$

Statistics Canada Prizes / Prix de Statistique Canada -$ -$ -$ -$

Short-term Scholarly Events / Événements ponctuels axés sur la recherche 9,407$ 12,500$ 12,500$ 12,500$


Administration and Overhead / Frais généraux du bureau

Communications (a)

2,826$ 4,100$ 3,300$ 3,300$

Cdn Cmte of Grad Students in Educ / Com can d'étudiants dipl en éduc 2,820$ 3,000$ 3,000$ 3,000$

General Admin & Overhead / Frais généraux du bureau (b)

10,331$ 11,000$ 11,000$ 11,000$

Office Equipment / Equipement de bureau (c)

4,637$ 7,000$ 7,000$ 7,000$

Office & Directors' Insurance / Assurance pour le bureau et les administr. 4,711$ 5,000$ 5,000$ 5,000$

Office Rent / Loyer de bureau 7,605$ 7,750$ 7,750$ 7,750$

Printing, Duplicating & Supplies / Imprimerie et four. de bureau 1,923$ 1,500$ 1,500$ 1,500$

Professional Services / Services professionnels (d)

5,643$ 7,000$ 8,000$ 7,000$

Payroll / Salaires 108,196$ 117,000$ 118,000$ 118,000$

Memberships / Affiliations (e)

18,011$ 18,000$ 9,000$ 9,000$


Total 295,867$ 336,505$ 291,800$ 292,400$

(1) Most of these costs will be incurred in November.

(a) includes telephone service, long distance, Internet, postage and courier (net of shared costs)

(b) includes advertising & promotion, bank charges, credit card commissions, translation, misc

(c) includes mailing equipment, amortization, service contract and computer/software upgrades

(d) includes audit and legal fees

(e) includes membership in the CFHSS, CEA and WERA.

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Canadian Journal of Education 2012 2013 2013 2014

Revue canadienne de l'éducation Actual Approved Budgetary Approved

May 2013 Figures Budget Estimates Budget

Mai 2013 Montant Budget Prévisions Budget

Income Statement réel approuvé budgétaires approuvé

État des résultats

Revenues / Revenus

Advertising / Annonces -$ -$ -$ -$

SSHRC Grant / Subvention du CRSH 30,000$ 30,000$ 30,000$ 30,000$

Royalties / Redevances (1)

32,623$ 15,000$ 21,000$ 21,000$

Transfer from CSSE for membership / Virement de la SCÉÉ -$ 15,000$ -$ -$

Interest / Intérêt -$ -$ -$ -$

Other / Autre -$ -$ -$ -$

Total 62,623$ 60,000$ 51,000$ 51,000$

Expenses / Dépenses

Management Administration / Gestion par la SCÉÉ (2) (4)

7,000$ 7,000$ 7,000$ 7,000$

Administration expenses / Dépenses administratives(1)

205$ 2,000$ 1,000$ 1,000$

Editorial Work / Travail de rédaction 9,974$ 13,000$ 12,000$ 12,000$

Institutional administrative support / Soutien administratif institutionnel 12,838$ 15,000$ 15,000$ 15,000$

Translations / Traductions (1)

2,460$ 3,000$ 3,000$ 3,000$

Editorial Board / Comité de rédaction 1,029$ 2,000$ 2,000$ 2,000$

Web -$ 900$ -$ -$

Total 33,506$ 42,900$ 40,000$ 40,000$

Summary / Sommaire

Revenues / Revenus 62,623$ 60,000$ 51,000$ 51,000$

Expenses / Dépenses 33,506$ 42,900$ 40,000$ 40,000$

Surplus (Deficit) / Revenu net $29,117 $17,100 $11,000 $11,000

Surplus (Deficit) - Beginning / Excédent - Début 8,735$ 37,852$

Surplus (Deficit) - End / Excédent - Fin 37,852$ 48,852$

(1) For the 2014 budget, a five-year average has been used.

(2) From the June 1999 Board of Directors meeting, the journal

is to begin to transfer a set amount to the CSSE in 1999 and

beyond. For the 2013 estimate and 2014 budget, an amount of

$7,000 and $7,000, respectively, were used.

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SPECIAL RESOLUTION OF MEMBERS

OF CANADIAN SOCIETY FOR THE STUDY OF EDUCATION

(SOCIETE CANADIENNE POUR L'ETUDE DE L'EDUCATION)

Continuing the Corporation under the provisions of the Canada Not-for-profit Corporations Act and

authorizing the directors to apply for a Certificate of Continuance.

WHEREAS the Corporation was incorporated under Part II of the Canada Corporations Act by Letters

Patent

dated the 25th day of May, 1985; and

WHEREAS it is considered to be in the best interests of the Corporation that it be continued under the

Canada Not-for-profit Corporations Act (the “NFP Act”) pursuant to section 297 of the NFP Act;

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

1. The directors of the Corporation are authorized and directed to make an application under section 297

of the NFP Act to the Director appointed under the NFP Act for a Certificate of Continuance of the

Corporation;

2. The Articles of Continuance (transition) of the Corporation, which have been submitted to this meeting

and are annexed to these minutes as Schedule A, are approved;

3. The general operating by-law of the Corporation (as amended) is repealed effective on the date that the

corporation continues under the NFP Act and the new general operating by-law No.1 which has been

submitted to this meeting and is annexed to these minutes as Schedule B is approved and will be effective

on the same date.

4. Any one of the officers and directors of the Corporation is authorized to take all such actions and

execute and deliver all such documentation, including the annexed Articles of Continuance (transition),

the notice of registered office and of directors in the forms fixed by the Director, which are necessary or

desirable for the implementation of this resolution.

The undersigned, being the duly appointed (Secretary) of the Corporation, certifies that the above is a true

and correct copy of a special resolution of_________, passed at a meeting of members held on

the_________day of_________, by a majority of not less than two-thirds of the votes cast by the

members of the Corporation who voted in respect of the resolution, and the resolution is in full force and

effect, unamended as of the date below.

Dated_________________________________

______________________________________

Secretary

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SCHEDULE 1

The purposes of the Canadian Society for the Study of Education are:

1. To encourage and undertake scholarly study in education.

2. To undertake activities which serve the purposes of the society and the advancement of education in Canada.

3. To provide a forum for the presentation and discussion of studies in education.

4. To encourage the publication of journals and of other studies in education.

5. To represent the members of the society in and to other groups.

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SCHEDULE 2 1. The Corporation shall be carried on without the purpose of gain for its members, and any

profits or other accretions to the Corporation shall be used in furtherance of its purposes.

2. The members of the Corporation shall be entitled to vote with respect to the election of Directors as follows:

(a) the Association members shall be entitled to vote as a class to elect that number of directors up to the number of Association members, but not to exceed 20 directors. The directors appointed by the Association members shall have a term of two (2) years.

(b) the membership at large, including Association members and General members, shall be entitled to elect not less than one (1) director. The directors so appointed shall have a term of four (4) years.

3. Directors shall serve without remuneration, and no director shall directly or indirectly receive any profit from his or her position as such, provided that a director may be reimbursed for reasonable expenses incurred in performing his or her duties.

4. A special resolution of the members of the Corporation shall be required in order to approve any by-laws of the Corporation and any amendments or repeal of by-laws of the Corporation. The approval, amendment or repeal will be effective from the date of adoption by the members.

5. The Corporation is a not-for-profit corporation and is registered as a charity with Canada Revenue Agency (registration no. 106866874RR0001).

6. The Corporation will not assume a position upon any question of public policy not directly related to the study of education or commit its members to any position thereupon.

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BY-LAW NO. 1

A by-law relating generally to the conduct of the affairs of

CANADIAN SOCIETY FOR THE STUDY OF EDUCATION (SOCIETE CANADIENNE POUR L'ETUDE DE L'EDUCATION)

(the “Corporation”) TABLE OF CONTENTS ARTICLE I. GENERAL ARTICLE II. MEMBERSHIP – MATTERS REQUIRING SPECIAL RESOLUTION ARTICLE III. MEMBERSHIP DUES, TERMINATION AND DISCIPLINE ARTICLE IV. MEETINGS OF MEMBERS ARTICLE V. DIRECTORS ARTICLE VI. MEETINGS OF DIRECTORS ARTICLE VII. OFFICERS ARTICLE VIII. NOTICES ARTICLE IX. AMENDMENT ARTICLE X. EFFECTIVE DATE BE IT ENACTED as a by-law of the Corporation as follows:

ARTICLE I. GENERAL

1.01 Definitions In this by-law and all other by-laws of the Corporation, unless the context otherwise requires: (a) “Act” means the Canada Not-for-profit Corporations Act S.C. 2009, c.23 including the

Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;

(b) “articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;

(c) “board” means the board of directors of the Corporation and “director” means a member of the board;

(d) “by-law” means this by-law and any other by-law of the Corporation as amended and which are, from time to time, in force and effect;

(e) “meeting of members” includes an annual meeting of members or a special meeting of members;

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(f) “special meeting of members” includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;

(g) “ordinary resolution” means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution;

(h) “proposal” means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Shareholder Proposals) of the Act;

(i) “Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time; and

(j) “special resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.

1.02 Interpretation In the interpretation of this by-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and “person” includes an individual, body corporate, partnership, trust and unincorporated organization. Other than as specified in Section 1.01 above, words and expressions defined in the Act have the same meanings when used in these by-laws.

1.03 Corporate Seal The Corporation may have a corporate seal in the form approved from time to time by the board. If a corporate seal is approved by the board, the secretary-treasurer of the Corporation shall be the custodian of the corporate seal.

1.04 Execution of Documents Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two (2) of its officers or directors. In addition, the board may from time to time direct the manner in which, and the person or persons by whom, a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.

1.05 Financial Year End The financial year end of the Corporation shall be determined by the board of directors.

1.06 Banking Arrangements The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the board of directors may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Corporation and/or other persons as the board of directors may by resolution from time to time designate, direct or authorize.

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1.07 Annual Financial Statements The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the members, publish a notice to its members stating that the annual financial statements and documents provided in subsection 172(1) are available at the registered office of the Corporation and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.

ARTICLE II. MEMBERSHIP – MATTERS REQUIRING SPECIAL RESOLUTION

2.01 Membership Conditions Subject to the articles, there shall be two (2) classes of members in the Corporation, namely, Association Members and General Members. The board of directors of the Corporation may, by resolution, approve the admission of the members of the Corporation. Members may also be admitted in such other manner as may be prescribed by the board by ordinary resolution. The following conditions of membership shall apply: Association Members (a) Association membership shall be available only to Associations. Associations are

incorporated or unincorporated groups of persons recognized by the Corporation that have an interest in education and have applied and have been accepted for Associate membership in the Corporation

(b) The term of membership of an Association member shall be annual, subject to renewal in accordance with the policies of the Corporation.

(c) As set out in the articles, each Association member is entitled to receive notice of, attend and vote at all meetings of members and each such Association member shall be entitled to one (1) vote at such meetings with all other members of the Corporation except where members are entitled to vote as a class.

General Members (a) General membership shall be available only to persons, including individuals, faculties,

schools, organizations and departments who have an interest in the study of education and who have applied and have been accepted for General membership in the Corporation.

(b) As set out in the articles, each General member is entitled to receive notice of, attend and vote at all meetings of members and each such General member shall be entitled to one (1) vote at such meetings with all other members of the Corporation except where members are entitled to vote as a class.

(c) The term of membership of a General member shall be annual, subject to renewal in accordance with the policies of the Corporation.

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2.02 Notice of Meeting of Members Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by any of the following means: (a) by mail, courier or personal delivery to each member entitled to vote at the meeting,

during a period of 21 to 60 days before the day on which the meeting is to be held; or

(b) by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held; or

(c) by affixing the notice, no later than 30 days before the day on which the meeting is to be held, to a notice board on which information respecting the corporation’s activities is regularly posted and that is located in a place frequented by members; or

(d) in the event that the corporation that has more than 250 members, by publication:

(i) at least once in each of the three weeks immediately before the day on which the meeting is to be held in one or more newspapers circulated in the municipalities in which the majority of the members of the corporation reside as shown by their addresses in the register of members, or

(ii) at least once in a publication of the corporation that is sent to all its members, during a period of 21 to 60 days before the day on which the meeting is to be held.

2.03 Membership Not Transferable A membership is not transferrable except with the approval of the board, which approval may be unreasonably withheld. A transfer of a membership without the approval of the board is null and void.

ARTICLE III. MEMBERSHIP DUES, TERMINATION AND DISCIPLINE

3.01 Membership Dues Dues for members shall be set by resolution of the board and shall be effective when set, subject to ratification by the membership at the next annual meeting of the members provided that the failure to obtain ratification shall not invalidate the dues set by the board. The board may set different membership dues within a class of membership by member attribute, including without limitation by: individual v. organization, type of organization, and size of organization or any other attribute.

3.02 Membership Notification Members shall be notified in writing of the membership dues at any time payable by them and, subject to any decision of the board to the contrary, if any are not paid within one (1) calendar month of the membership renewal date, the members in default shall automatically cease to be members of the Corporation.

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3.03 Termination of Membership A membership in the Corporation is terminated when: (a) the member dies, or, in the case of a member that is a corporation, the corporation is

dissolved;

(b) a member fails to maintain any qualifications for membership described in Section 2.01 of these bylaws including the payment of membership dues;

(c) the member resigns by delivering a written resignation to the chair of the board of the Corporation in which case such resignation shall be effective on the date specified in the resignation;

(d) the member is expelled in accordance with Section 3.04 below or is otherwise terminated in accordance with the articles or by-laws;

(e) the member’s term of membership expires; or

(f) the Corporation is liquidated or dissolved under the Act.

Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.

3.04 Discipline of Members The board shall have authority to suspend or expel any member from the Corporation for any one or more of the following grounds: (a) violating any provision of the articles, by-laws, or written policies of the Corporation;

(b) carrying out any conduct which may be detrimental to the Corporation as determined by the board in its sole discretion;

(c) for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.

In the event that the board determines that a member should be expelled or suspended from membership in the Corporation, the president, or such other officer as may be designated by the board, shall provide twenty (20) days’ notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the president, or such other officer as may be designated by the board, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the president, the president, or such other officer as may be designated by the board, may proceed to notify the member that the member is suspended or expelled from membership in the Corporation. If written submissions are received in accordance with this section, the board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20)

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days from the date of receipt of the submissions. The board’s decision shall be final and binding on the member, without any further right of appeal.

ARTICLE IV. MEETINGS OF MEMBERS

4.01 Persons Entitled to be Present The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the directors and the public accountant of the Corporation and such other persons who are entitled or required under any provision of the Act, articles or by-laws of the Corporation to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or by resolution of the members.

4.02 Electronic Meeting. If the directors or members of a corporation call a meeting of members, those directors or members, as the case may be, may determine that the meeting shall be held, in accordance with the regulations, if any, to the Act, entirely by means of a telephonic, an electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

4.03 Chair of the Meeting In the event that the chair of the board, President and all Vice-Presidents are absent, the members who are present and entitled to vote at the meeting shall choose one of their numbers to chair the meeting.

4.04 Quorum A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be 3% of the members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting. If at any such meeting a quorum is not present within thirty minutes after the time appointed for the meeting, then the meeting shall be adjourned to such date being not less than seven days later. At such adjourned meeting two members who are present or represented shall constitute a quorum thereat and may transact the business for which the meeting was originally called.

4.05 Votes to Govern At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote.

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ARTICLE V. DIRECTORS

5.01 Election and Term Subject to the articles, the number of directors shall not exceed thirty (30) in number as determined by resolution of the members and the members will elect the directors at the first meeting of members and at each succeeding annual meeting at which an election of directors is required as follows: (a) the Association members shall be entitled to elect that number of directors up to the

number of Association members, but not to exceed 20 directors. The directors appointed by the Association members shall have a term of two (2) years.

(b) the membership at large, including Association members and General members, shall be entitled to elect not less than one (1) director. The directors so appointed shall have a term of four (4) years.

5.02 Additional Directors Subject to the Articles, the directors may appoint one or more additional directors, who shall hold office for a term expiring not later than the close of the next annual meeting of members, but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual meeting of members and the total number of directors shall not exceed the maximum number prescribed under Section 5.01.

ARTICLE VI. MEETINGS OF DIRECTORS

6.01 Calling of Meetings Meetings of the board may be called by the chair of the board, the vice-chair of the board or any two (2) directors at any time. If the Corporation has only one director, that director may call and constitute a meeting.

6.02 Notice of Meeting Notice of the time and place for the holding of a meeting of the board shall be given in the manner provided in Section 8.01 of this by-law to every director of the Corporation not less than 7 days before the time when the meeting is to be held. Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. No notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.

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6.03 Number and Quorum Until changed by by-law, the number of directors of the Corporation and the quorum thereof for the transaction of business at any meeting of the board shall be the number determined by resolution of the members and otherwise a majority of the number of directors. Notwithstanding vacancies, the remaining directors may exercise all the powers of the board so long as a quorum of the board remains in office provided that: (a) if there is a failure of quorum at a meeting those directors present at such meeting shall

have the right to adjourn the meeting for at least 48 hours and, provided notice of such adjourned meeting is given to the directors not present, to reconvene the meeting at the time and date set out in the adjournment; and

(b) at such reconvened meeting, the directors present, provided that the number is not less than the minimum number prescribed by the articles, shall constitute a quorum.

6.04 Chairman The chairman of any meeting of the board shall be the first mentioned of such of the following officers as have been appointed and who is a director and is present at the meeting: Chairman, President or a Vice-President. If all such officers be absent or unable or refuse or fail to act, the directors present may choose a chairman from among their number. The chairman at any meeting may vote as a director.

6.05 Regular Meetings The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings of the board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except if subsection 136(3) (Notice of Meeting) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice.

6.06 Votes to Govern At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting shall not have a second or casting vote.

6.07 Committees The board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make. Any committee member may be removed by resolution of the board of directors. Without limiting the foregoing the Corporation may have the following committees:

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(a) Executive Committee: The Board of Directors may provide for the creation of an Executive Committee comprising the officers of the Corporation, who shall be appointed by the board and which committee shall exercise such powers as are authorized by the board. Any Executive Committee member may be removed by majority vote of the Board of Directors.

(b) Nominating Committee. The Board of Directors may provide for the creation of a Nominating Committee for the purpose of presenting a list of individuals recommended as directors.

ARTICLE VII.

OFFICERS

7.01 Description of Offices Unless otherwise specified by the board which may, subject to the Act modify, restrict or supplement such duties and powers, the offices of the Corporation, if designated and if officers are appointed, shall have the following duties and powers associated with their positions: a) Chair of the Board - The chair of the board, if one is to be appointed, shall be a director. The chair of the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. The chair shall have such other duties and powers as the board may specify. b) President – If appointed, the president shall be the chief executive officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the Corporation. The president shall, subject to the authority of the board, have general supervision of the affairs of the Corporation. c) Past President – The past president, if appointed, shall be a former president of the Corporation. The past president shall have such powers and duties as the board may specify.. d) President Elect. The president elect, if appointed, shall have such powers and duties as the board may specify; e) Vice President(s). The vice-President(s), if appointed, shall have such powers and duties as the board may determine. f) Secretary-Treasurer – If appointed, the secretary-treasurer shall attend and be the secretary of all meetings of the board, members and committees of the board. The secretary-treasurer shall enter or cause to be entered in the Corporation’s minute book, minutes of all proceedings at such meetings; the secretary-treasurer shall give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees; the secretary-treasurer shall be the custodian of all books, papers, records, documents and

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other instruments belonging to the Corporation and shall have all such other powers and duties as the board may specify. g) The board may from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer. The powers and duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board or president requires of them.

7.02 Succession in Office Except as the board may otherwise determine, the President-Elect, President and Past-President shall succeed each other as follows:

a) the President-Elect shall have a term of one (1) year from election or appointment; b) immediately following the end of the one (1) year term as President-Elect, the President-

Elect shall be deemed to have vacated the office of President-Elect and shall succeed to the office of and shall be the President for a period of two (2) years; and

c) immediately following the end of the two (2) year term as President, the President shall be deemed to have vacated the office of President and shall succeed to the office of and shall be the Past-President for a period of one (1) year.

7.03 Vacancy in Office In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Corporation. Unless so removed, and subject to section 7.02 above, an officer shall hold office until the earlier of: (a) the end of the term of the appointment which shall be for a period of two (2) years;

(b) the officer’s successor being appointed;

(c) the officer’s resignation;

(d) such officer ceasing to be a director (if a necessary qualification of appointment) or such officer’s death;

If the office of any officer of the Corporation shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy. Notwithstanding anything else contained herein, an officer may be reappointed to the same office by the board.

ARTICLE VIII.

NOTICES

8.01 Method of Giving Notices Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served), other than notice of a meeting of members or a meeting of the board of directors, pursuant to the Act, the articles, the by-laws or otherwise to a member,

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director, officer or member of a committee of the board or to the public accountant shall be sufficiently given:

a) if delivered personally to the person to whom it is to be given or if delivered to such person’s address as shown in the records of the Corporation or in the case of notice to a director to the latest address as shown in the last notice that was sent by the Corporation in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors) of the Act; or

b) if mailed to such person at such person’s recorded address by prepaid ordinary or air mail; or

c) if sent to such person by telephonic, electronic or other communication facility at such person’s recorded address for that purpose; or

d) if provided in the form of an electronic document in accordance with Part 17 of the Act.

A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The secretary-treasurer may change or cause to be changed the recorded address of any member, director, officer, public accountant or member of a committee of the board in accordance with any information believed by the secretary-treasurer to be reliable. The declaration by the secretary-treasurer that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The signature of any director or officer of the Corporation to any notice or other document to be given by the Corporation may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.

8.02 Invalidity of any provisions of this by-law The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.

8.03 Omissions and Errors The accidental omission to give any notice to any member, director, officer, member of a committee of the board or public accountant, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the by-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.

ARTICLE IX. AMENDMENT

9.01 Amendment. In addition to the approval required under the Act, any amendment to the rights of a class of membership shall not be effective unless the members of the class affected thereby approve or

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ratify the amendment by a majority of not less than 2/3rds of the members of that class voting thereon, voting separately as a class.

ARTICLE X. EFFECTIVE DATE

10.01 Effective Date Subject to matters requiring a special resolution of the members, this by-law shall be effective when made by the board. CERTIFIED to be By-Law No. 1 of the Corporation, as enacted by the directors of the Corporation by resolution on the______day of______, 20 and confirmed by the members of the Corporation by special resolution on the______day of______, 20XX. Dated as of the day of , . ____________________________________________ [Indicate name of director/officer]

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CSSE - Victoria (Colombie-Britannique) Le 4 juin 2013...thanked for their on-going support of CSSE...

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Transcript of CSSE - Victoria (Colombie-Britannique) Le 4 juin 2013...thanked for their on-going support of CSSE...